Zhongtian Guofu Securities Co., Ltd
about
Ningbo Shanshan Co.Ltd(600884) implementation of major asset purchase
of
Verification opinions of independent financial advisor
Independent financial advisor
February, 2002
Statement
Zhongtian Guofu Securities Co., Ltd. (hereinafter referred to as "Zhongtian Guofu securities" or "the independent financial consultant") is entrusted to act as the independent financial consultant of Ningbo Shanshan Co.Ltd(600884) (hereinafter referred to as " Ningbo Shanshan Co.Ltd(600884) " or "the listed company") for this major asset purchase. In accordance with the relevant provisions and requirements of the company law, the securities law, the restructuring measures, the standards for the content and format of information disclosure by companies that publicly issue securities No. 26 - application documents for major asset restructuring of listed companies, the financial advisory business guidelines for major asset restructuring of listed companies (for Trial Implementation) and other laws and regulations, and in accordance with the recognized business standards of the securities industry The independent financial advisor has issued this verification opinion on the basis of ethics, honesty, diligence, impartiality, careful review of relevant materials and full understanding of the transaction.
1. The documents and materials on which the independent financial adviser's verification opinions are based are provided by the parties to the transaction. All parties to the transaction have guaranteed to the independent financial adviser that the relevant information provided about the major asset restructuring is true, accurate and complete, and there are no false records, misleading statements or major omissions.
2. The independent financial adviser has fulfilled the obligation of due diligence in accordance with the provisions and has sufficient reasons to believe that there is no material difference between the professional opinions expressed and the documents disclosed by the listed company.
3. The independent financial adviser's verification opinions do not constitute any investment suggestions to the listed company. The independent financial adviser will not bear any responsibility for the corresponding risks arising from any investment decisions made by the investors according to the verification opinions of the independent financial adviser.
4. The independent financial adviser has not entrusted or authorized any other institution or individual to provide information not listed in the independent financial adviser's verification opinions and make any explanation or explanation for the independent financial adviser's verification opinions. 5. The independent financial adviser urges investors to carefully read the full text of the documents related to this transaction issued by the listed company.
catalogue
Declare that 2 catalog 3 interpretation Section 1 overview of this transaction six
1、 The specific scheme and scheme adjustment of this transaction six
2、 Pricing and valuation of this transaction six
3、 The price of this transaction is paid seven
4、 This transaction does not constitute a related party transaction, a major asset reorganization, or a reorganization and listing seven
5、 This transaction plan adjustment does not constitute a major adjustment to the original transaction plan Implementation of this transaction section 8 eleven
1、 Decision making, approval or filing of this transaction eleven
2、 The transfer and delivery of relevant assets and the handling of relevant creditor's rights and debts in this transaction eleven
3、 The difference between the relevant actual situation and the previously disclosed information twelve
4、 The replacement of directors, supervisors and senior managers and the adjustment of other relevant personnel 12 5. Whether the funds and assets of the listed company are occupied by the actual controller or other related persons during the reorganization process,
Or the listed company provides guarantee for the actual controller and its affiliates thirteen
6、 Performance of relevant agreements and commitments thirteen
7、 Compliance and risk of relevant follow-up matters 14 section III conclusion of the independent financial adviser fifteen
interpretation
Listed companies, companies and Shanshan stock indexes Ningbo Shanshan Co.Ltd(600884)
The underlying and underlying assets of LG are LCD Polaroid business and related assets in mainland China, Chinese mainland and Taiwan.
Chinese mainland delivery related target refers to the LCD polarizing business and related assets of LG chemical in Chinese mainland and Korea, except for the Taiwan Polaroid owned LCD polarizer business.
China Taiwan delivery related subject matter refers to Taiwan LCD gold polarizer business.
yield
The counterparty refers to LG Chemical and its subsidiaries, China lejin investment, Nanjing lejin, Guangzhou lejin and Taiwan lejin
LG Chem and LG Chem refer to LG Chem, Ltd. (Korean listed company, stock code 051910. KS) lgckr
China lejin investment and lgcci refer to lejin chemical (China) Investment Co., Ltd
Nanjing lejin and lgcnj refer to aierji new energy (Nanjing) Co., Ltd. (formerly "lejin chemical (Nanjing) information electronic materials Co., Ltd.")
Guangzhou lejin and lgcgi refer to lejin chemical (Guangzhou) information electronic materials Co., Ltd
Taiwan lejin and lgctw refer to Taiwan Lejin Chemical Co., Ltd
Beijing Shanjin, Beijing lejin and zhishanjin photoelectric (Beijing) Co., Ltd. (formerly "lejin chemical display material lgcbj (Beijing) Co., Ltd")
The listed company acquired 70% of its equity through way of increasing capital in Suzhou, China. This major asset purchase refers to indirect purchase of LG chemical trading through Suzhou Shan Jin or its subsidiaries, and the 70% interest in LCD polarizing business and related assets in Chinese mainland, China, Taiwan and Korea.
Chinese mainland delivery refers to the delivery of LG polarizing business and related assets to Chinese mainland and South Korea under the direction of Suzhou fir gold in the direction of LG.
Taiwan, China, the delivery of the company refers to the new Taiwan subsidiary of the LG or the new Taiwan subsidiary, which delivered the LCD polarizing business to LG Taiwan, China Taiwan.
Chinese mainland delivery day, February 1, 2021, Ningbo Shanshan Co.Ltd(600884) completed the delivery of related assets in Chinese mainland at 0 o'clock on February 1, 2021.
Suzhou Shanjin holding company refers to Shanjin photoelectric (Suzhou) Co., Ltd
Nanjing Shanjin and new Nanjing subsidiaries refer to Shanjin Optoelectronics (Nanjing) Co., Ltd. Guangzhou Shanjin, new Guangzhou subsidiaries refer to Shanjin Optoelectronics (Guangzhou) Co., Ltd. Zhangjiagang Shanjin, and new Zhangjiagang subsidiaries refer to Shanjin Optoelectronics Technology (Zhangjiagang) Co., Ltd
Framework agreement refers to the framework agreement signed between Ningbo Shanshan Co.Ltd(600884) and the counterparty on June 8, 2020
Supplementary agreement to framework agreement refers to the framework agreement Amendment Agreement signed between Ningbo Shanshan Co.Ltd(600884) and the counterparty on January 31, 2021
A series of subsidiary agreements signed between Ningbo Shanshan Co.Ltd(600884) and the counterparty in January 2021 include the accession subsidiary agreement, lgcnj business transfer agreement, long-term supply agreement, service agreement and so on
Restructuring report refers to the report on Ningbo Shanshan Co.Ltd(600884) major asset purchase (Draft)
Independent financial consultant, Zhongtian Guofu refers to the securities of Zhongtian Guofu Securities Co., Ltd
Lixin certified public accountants refers to Lixin Certified Public Accountants (special general partnership)
Yinxin appraisal refers to Yinxin Asset Appraisal Co., Ltd
KPMG refers to KPMG consulting (Hong Kong) Limited
The valuation base date refers to March 31, 2020
CSRC refers to the China Securities Regulatory Commission
Shanghai stock exchange refers to Shanghai Stock Exchange
Company Law refers to the company law of the people's Republic of China
Securities Law refers to the securities law of the people's Republic of China
The reorganization management measures refer to the measures for the management of major asset reorganization of listed companies
Yuan, ten thousand yuan and one hundred million yuan refer to RMB yuan, ten thousand yuan and one hundred million yuan unless otherwise specified
USD, USD 10000 and USD 100 million refer to USD, USD 10000 and USD 100 million unless otherwise specified
Any discrepancy between the total count and the sum of the listed values in any table in this verification opinion is caused by rounding.
Section I overview of this transaction
1、 Specific scheme and scheme adjustment of this transaction
(I) this transaction scheme
The major asset purchase plan is Ningbo Shanshan Co.Ltd(600884) , which has acquired 70% of its equity in the form of Suzhou Shan Jin capital increase. It has indirectly purchased the LG polarizing business and related assets of China's Chinese mainland, China Taiwan and South Korea through the Suzhou fir gold, and the 30% stake in Suzhou's Fir gold is 30% of the LG stake held by LG chemical.
The transaction is divided into Chinese mainland deliveries and Taiwan China deliveries. The Chinese mainland delivery was completed in February 1, 2021. The specific transactions are as follows: (1) Suzhou Shan Jin bought 100% stake in Beijing fir gold. (2) Nanjing Shanjin purchases the LCD polarizer business of Nanjing lejin; (3) Guangzhou Shanjin purchases the LCD polarizer business of Guangzhou lejin; (4) Zhangjiagang Shanjin purchased LCD polarizer assets held by LG Chemical; (5) Suzhou Shanjin purchased the intellectual property rights related to LCD polarizer held by LG Chemical. The way of delivery in China's Taiwan is LG chemical's acquisition of Taiwan's LCD polarizer business in Taiwan, China, and the acquisition of new Taiwan subsidiary by Suzhou Shan Jin.
(II) adjustment of the transaction plan
China China Taiwan China delivery deadline is the first anniversary of the Chinese mainland delivery day (February 1, 2022). As of February 1, 2022, the delivery of Taiwan, China, has yet to meet the agreed terms of delivery. Ningbo Shanshan Co.Ltd(600884) and LG chemistry signed a confirmation letter on February 1, 2022 to terminate the delivery of Taiwan, China. Based on the current situation of China's delivery in Taiwan and the negotiation of all parties involved in the negotiations, the two sides agreed to terminate the transaction of the LCD Polaroid business of Taiwan's LX gold under the framework agreement, the framework agreement supplementary agreement and the subsidiary agreement, and the transaction of other underlying assets will remain unchanged. 2、 Pricing and valuation of this transaction
This transaction is a market-oriented purchase. Under the comprehensive consideration of various factors such as resource scarcity and the market position of the underlying assets, the listed company and the counterparty negotiate on the basis of fairness and rationality, and form the benchmark purchase price and its adjustment method of this transaction. The benchmark purchase price of the underlying asset is US $1.1 billion. The valuation report (yxzbz [2020] Hu No. 496) is issued for the underlying asset on this delivery date. The valuation of the underlying asset on the valuation base date is RMB 7880 million, which is converted according to the central parity rate of RMB against US dollar published by the China foreign exchange trading center authorized by the people's Bank of China on the valuation base date, The valuation of the underlying assets is USD 1112.19 million.
According to the framework agreement, the supplementary agreement to the framework agreement, the subsidiary agreement and the post delivery note of China issued by KPMG, the initial transfer price and final transfer price of the subject assets are as follows:
Unit: USD 10000
Initial transfer price and final transfer price of the underlying assets
100% equity of Beijing Shanjin 2770.00 3573.08
Nanjing lejin LCD polarizer business 69640.00 53302.92
Guangzhou lejin LCD polarizer business 19610.00 23566.45
Korean wucang factory LCD polarizer assets 2810.00 1792.39
LCD polarizer business directly held by LG Chemical Phase 10230.00
